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February 22,
2019
Michael Richman
Chief Executive Officer
NextCure, Inc.
9000 Virginia Manor Road, Suite 200
Beltsville, MD 20705
Re: NextCure, Inc.
Draft Registration Statement on Form S-1
Submitted January 30, 2019
CIK No. 0001661059
Dear Mr. Richman:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so we may
better
understand your disclosure.
Please respond to this letter by providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances
or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.
Draft Registration Statement on Form S-1
Overview, page 1
1. Please tell us the basis for your belief that your product candidates
will be "first-in-class,"
alternatively, please delete these references.
2. Please revise the third paragraph on page 1 of the prospectus summary to
clarify whether
or not NC318 or NC410 were developed based upon a target identified from
your FIND-
IO platform. In this regard, we note your disclosure on page 21 that you
have not yet
initiated or completed a clinical trial of any product candidates for a
target identified from
your FIND-IO platform.
Michael Richman
FirstName Inc.
NextCure, LastNameMichael Richman
Comapany NameNextCure, Inc.
February 22, 2019
Page 2
February 22, 2019 Page 2
FirstName LastName
Our Pipeline, page 2
3. Regarding the table on page 2, please tell us why you believe it is
appropriate to present to
investors information about your discovery and research programs in
the same tabular
format that you use to present information about your product
candidates. Please address
in your response why, if true, you believe including your discovery
and research programs
in the table is material to investors.
Implications of Being an Emerging Growth Company, page 6
4. Please supplementally provide us with copies of all written
communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
not they retain copies of the communications.
Our amended and restated certificate of incorporation, page 62
5. Please reconcile the inconsistencies between your disclosure here and
the disclosure
regarding your exclusive forum provision in the Choice of Forum
section on page 154.
Please note that we may have additional comments upon review of your
revised disclosure
and associated organizational documents.
Stock-Based Compensation, page 79
6. We note your disclosure, on page 80, concerning common stock
valuations. Once you
have an estimated offering price or range, please explain to us how
you determined the
fair value of the common stock underlying your equity issuances and
the reasons for any
differences between the recent valuations of your common stock leading
up to the initial
public offering and the estimated offering price. This information
will help facilitate our
review of your accounting for equity issuances including stock
compensation and
beneficial conversion features.
Our FIND-IO Discovery Engine, page 99
7. We note your disclosure in the first paragraph that this platform
allows you to identify
proteins that can be targeted with novel immunomedicines to repair and
maintain anti-
tumor immunity. Please revise to clarify if any of your research
programs are directed at
any proteins that have been identified using your FIND-IO platform.
Michael Richman
NextCure, Inc.
February 22, 2019
Page 3
License Agreement with Yale, page 101
8. We note your disclosure that you are obligated to pay Yale low
single-digit royalties on
sales of products that are either covered by the patents licensed
under the agreement or
arise out of Dr. Chen's laboratory, subject to a modest "minimum
annual royalty
payment." We also note that until you are required to pay royalties
under the agreement,
you must pay Yale an "annual license maintenance fee." Please revise
your description of
respective payments to disclose a general range for the payments.
Research and Development Collaboration with Lilly, page 102
9. We note that Lilly may be required to pay you support, option exercise
and milestone
payments and that you have disclosed an aggregate amount for all three
payments. Please
revise your descriptions of the quarterly research and development
support and option
exercise payments to disclose a general range for the respective
payments.
General
10. Please provide us mockups of any pages that include any additional
pictures or graphics to
be presented, including any accompanying captions. Please keep in
mind, in scheduling
your printing and distribution of the preliminary prospectus, that we
may have comments
after our review of these materials.
11. We note you have filed certain exhibits pursuant to a request for
confidential treatment.
We will provide any comments we have on your application for
confidential treatment
under separate cover.
You may contact William Demarest at 202-551-3432 or Yolanda Trotter at
202-551-3472
if you have questions regarding comments on the financial statements and
related
matters. Please contact Donald Field at 202-551-3680 or Dietrich King at
202-551-8071 with
any other questions.
FirstName LastNameMichael Richman Sincerely,
Comapany NameNextCure, Inc.
Division of
Corporation Finance
February 22, 2019 Page 3 Office of
Healthcare & Insurance
FirstName LastName